As filed with the Securities and Exchange Commission on April 17, 2003
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
P A L L C O R P O R A T I O N
(Exact name of registrant as specified in its charter)
New York 11-1541330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2200 Northern Boulevard
East Hills, New York 11548
(516) 484-5400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------
Mary Ann Bartlett
Secretary
Pall Corporation
2200 Northern Boulevard
East Hills, New York 11548
(516) 484-5400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Carter Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
Attention: Heywood Shelley, Esq.
----------------
Approximate date of commencement of proposed sale to the public: At such
time after the effective date of this Registration Statement as the selling
stockholder may determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of each Proposed Proposed
class of maximum maximum Amount of
securities to Amount to be offering price aggregate registration fee
be registered registered per unit offering price
------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.10 per share...... 210,000 shs. $20.66(1) $4,338,600(2) $351
------------------------------------------------------------------------------------------------------------
Common Share Purchase
Rights......................... 210,000 rights -- (2) -- (2) None
============================================================================================================
------------
(1) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee, on the basis of the average ($20.66) of the
high and low prices ($21.00 and $20.32, respectively) of a share of the
Registrant's Common Stock on April 15, 2003, as reported for New York Stock
Exchange composite transactions.
(2) Reflected in the offering price of the Common Stock being
registered hereby. Until the Distribution Date, as defined in the prospectus
herein, the Rights will be transferable only with the Common Stock and will be
evidenced by the certificates evidencing the Common Stock.
----------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ii
---------------------
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
herein is being filed as a combined prospectus satisfying the requirements of
that Act and the rules and regulations thereunder for the offering registered on
Registration Statement on Form S-3, Registration No. 33-39655. Accordingly, this
Registration Statement being currently filed shall act, upon effectiveness, as a
post-effective amendment to the said earlier Registration Statement.
================================================================================
iii
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
iv
SUBJECT TO COMPLETION, DATED APRIL 17, 2003
PROSPECTUS
254,665 Shares
P A L L C O R P O R A T I O N
Common Stock
----------
Selling stockholder State Street Bank & Trust Company, as trustee
under the Pall Corporation Cash Balance Pension Plan and the Pall Trinity Micro
Pension Plan for Hourly-Rated Factory Employees (collectively, the "Plans"), may
sell from time to time up to 254,665 shares (the "Shares") of the common stock,
par value $.10 per share, of Pall Corporation pursuant to this prospectus and
any required prospectus supplements. The selling stockholder holds the Shares
for the benefit of the Plans, which cover employees of Pall Corporation and its
subsidiaries. The Shares were delivered to the selling stockholder or its
predecessor trustee in satisfaction of all or a portion of Pall Corporation's
obligation to make annual contributions to the Plans. See "The Selling
Stockholder" and "The Offering and Plan of Distribution."
The Pall common stock is listed on the New York Stock Exchange
(symbol: PLL) and the London Stock Exchange. On April 15, 2003, the last
reported sale price of a share of Pall common stock for New York Stock Exchange
composite transactions was $21.00.
The selling stockholder may sell the Shares in brokerage transactions
(which may include block trades and ordinary brokers' transactions) on the New
York Stock Exchange, in privately negotiated transactions, in the
over-the-counter market and otherwise. The price at which the Shares may be sold
will be the prevailing market price (plus customary or negotiated brokerage
commissions) in the case of brokerage sales executed on the New York Stock
Exchange or in the over-the-counter market. See "The Offering and Plan of
Distribution."
This prospectus also relates to 254,665 common share purchase rights.
These rights are not currently exercisable and are attached to and transferable
only with the Shares sold in this offering. See "Common Share Purchase Rights."
None of the Securities and Exchange Commission or any state securities
commission has approved or disapproved of the securities being offered by this
prospectus, or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is ________ __, 2003.
TABLE OF CONTENTS
Page no.
--------
Pall Corporation.........................................................3
The Selling Stockholder..................................................4
The Offering and Plan of Distribution....................................4
Common Share Purchase Rights.............................................5
Legal Matters............................................................5
Experts..................................................................6
Where You Can Find More Information......................................6
* * *
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus
is accurate only as of the date on the front cover of this prospectus. Our
business, financial condition, results of operations and prospects may have
changed since that date.
2
Pall Corporation
Pall Corporation, incorporated in July 1946, together with its
subsidiaries, is a leading supplier of fine filters, principally made by Pall
Corporation or its subsidiaries using its proprietary filter media, and other
fluid clarification and separations equipment for the removal of solid, liquid
and gaseous contaminants from a wide variety of liquids and gases.
We serve customers in two principal markets: Life Sciences and
Industrial. The two principal markets are further divided into five segments:
Blood and BioPharmaceuticals (which comprise the Life Sciences business) and
General Industrial, Aerospace and Microelectronics (which comprise the
Industrial business).
During the past five years, we have continued our development and sale
of fluid clarification and separations products in a wide variety of markets.
Additionally, in fiscal 2002, we acquired the Filtration and Separations Group
("FSG") from United States Filter Corporation, significantly expanding our
presence in the Industrial market.
Pall is a specialty materials and engineering company with the
broadest-based filtration, separations and purification capabilities in the
world. Our proprietary products are used to discover, develop and produce
pharmaceuticals, produce safe drinking water, protect hospital patients, remove
white blood cells from blood, enhance the quality and efficiency of
manufacturing processes, keep equipment running efficiently and protect the
environment. Requirements for product quality, purity, environmental
preservation, health and safety apply to a wide range of industries and across
geographical borders. We have a 56-year history of commercializing successful
products and continue to develop new materials and technologies for the Life
Sciences and Industrial markets and their increasingly difficult fluid
filtration, purification and separation challenges. We have an array of core
materials and technologies that can be combined and manipulated in many ways to
solve complex fluid separation challenges. These proprietary materials, coupled
with our ability to engineer them into useful forms, are the foundations of our
capabilities. Our proprietary materials enable us to provide customers with
products that are well matched to their needs, to develop new products and to
enter new markets. With the addition of FSG, we have enhanced our library of
proprietary materials and technologies with sophisticated offerings such as
asymmetric membranes, selective adsorption, melt-blown media, nano ceramic
membranes and metallic fiber media.
Pall actively pursues only those applications in which its products
can make a substantial difference to the customer and especially targets
projects that will result in real gains in performance and economics. The
products sold are principally filters made with proprietary Pall filter media
produced by chemical film casting, melt-blowing of polymer fibers, papermaking
and metallurgical processes. Metal and plastic housings for our filters and a
wide variety of appurtenant devices are also made. Competition is intense in all
of our markets and includes many large and small companies in our global
markets; however, no one company has a significant presence in all of our
markets.
Pall's principal executive offices are located at 2200 Northern
Boulevard, East Hills, New York 11548, and its telephone number at that address
is (516) 484-5400.
3
The Selling Stockholder
The Shares were delivered to the selling stockholder as trustee under
the Plans, in satisfaction of all or a portion of Pall's obligation to make
annual contributions to the Plans. Included in the Shares are 44,665 shares of
Pall common stock which Pall issued and delivered to the selling stockholder's
predecessor trustee in partial satisfaction of Pall's obligation to contribute
to the Plans or their predecessor plans with respect to Pall's fiscal year ended
July 28, 1990. Pall's board of directors, acting by its executive committee,
authorized the proper officers of Pall to deliver 210,000 additional Shares to
the selling stockholder in partial satisfaction of Pall's obligation to
contribute to the Plans with respect to Pall's fiscal year ended August 3, 2002.
For purposes of determining the number of Shares to be delivered to the selling
stockholder in satisfaction of such obligation, the Shares were valued at the
market value of the Pall common stock on the date of delivery to the selling
stockholder.
Reed, Conner & Birdwell, Inc. acts as an investment adviser to the
Plans (the "Investment Adviser") and is empowered to direct the selling
stockholder, as trustee under the Plans, to sell any or all of the Shares from
time to time, and to make delivery of such Shares to the purchasers thereof.
The Offering and Plan of Distribution
Pall will pay all expenses in connection with the sale of the Shares
by the selling stockholder. Depending upon market conditions, the selling
stockholder may, in the discretion and at the direction of the Investment
Adviser, from time to time sell all or some of the Shares.
The selling stockholder will not sell the Shares at any predetermined
price or pursuant to any pre-arranged plan of distribution, the time, price and
manner of sale, if any, being in the Investment Adviser's discretion. The
Shares may be sold in brokerage transactions (which may include block trades
and ordinary brokers' transactions) on the New York Stock Exchange, in
privately negotiated transactions, in the over-the-counter market and
otherwise. The price at which the Shares may be sold will be the prevailing
market price (plus customary or negotiated brokerage commissions) in the case
of brokerage sales executed on the New York Stock Exchange or in the
over-the-counter market, and the price plus brokerage commissions agreed upon
by the parties in the case of privately negotiated transactions.
Pall has indemnified the Investment Adviser against certain
liabilities, including liabilities under the Securities Act of 1933, relating
to the sale of the Shares.
Pall will pay all documentary stamp taxes or transfer taxes, if any,
in connection with the initial delivery of the certificates representing the
Shares by Pall's transfer agent to the selling stockholder; however, Pall will
not be required to pay any such taxes relating to any transfer of Shares
following the initial issuance of the certificates representing the Shares. The
transfer agent and registrar of the Common Stock is EquiServe, P.O. Box 43012,
Providence, Rhode Island 02940.
4
Common Share Purchase Rights
On November 17, 1989, the board of directors of Pall Corporation,
pursuant to a favorable advisory vote of its shareholders, adopted a Shareholder
Rights Plan and pursuant thereto declared a dividend of one common share
purchase right (a "Right") for each outstanding share of Pall common stock. The
distribution was made to the holders of record of common stock outstanding on
December 1, 1989, and is being made with respect to all shares of common stock
issued thereafter until the earliest to occur of the Distribution Date (as
defined below), the date on which the Rights are redeemed, and the expiration
date of the Rights (December 1, 2009 unless the expiration date is extended
prior to that date).
Each Right, when it becomes exercisable, will entitle the registered
holder to purchase from Pall one share of Pall common stock at a price of $80,
subject to adjustment in certain events, including stock splits, occurring
subsequent to the date of this prospectus. Until the Distribution Date, the
Rights (a) will not be exercisable, (b) will be evidenced by the certificates
for the common stock registered in the names of the holders thereof and not by
separate Right certificates, and (c) will be transferable with and only with the
common stock, and one Right will be associated with each share of common stock,
subject to adjustment in certain events.
The "Distribution Date" is defined as the earlier to occur of (1) 10
days following a public announcement that a person or group of affiliated or
associated persons has acquired beneficial ownership of 20% or more of the
outstanding Pall common stock (such person or group being defined as an
"Acquiring Person"), or (2) 10 business days (or such later date as may be
determined by action of the Board prior to such time as any person or group
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 20% or more of
such outstanding common stock.
The Rights have certain anti-takeover effects. A description of the
Rights is set forth in Amendment No. 1, dated April 20, 1999, to Pall's
Registration Statement on Form 8-A for the registration of the Rights pursuant
to Section 12(b) of the Exchange Act, which Amendment is a document incorporated
by reference in this prospectus as provided below.
Legal Matters
The validity of the Shares has been passed upon for Pall by Carter
Ledyard & Milburn LLP, Two Wall Street, New York, New York 10005. Heywood
Shelley, counsel to Carter Ledyard & Milburn LLP, is a director of Pall.
5
Experts
The consolidated financial statements and schedule of Pall Corporation
and its subsidiaries, incorporated in this prospectus by reference to the Annual
Report on Form 10-K of Pall Corporation for the fiscal year ended August 3,
2002, have been so incorporated in reliance on the report of KPMG LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.
Where You Can Find More Information
This prospectus is a part of a registration statement on Form S-3,
Registration No. 333-_____, which Pall filed with the Securities and Exchange
Commission under the Securities Act of 1933. We refer you to this registration
statement for further information about Pall and the shares of common stock
offered hereby.
Pall files annual, quarterly and special reports and other information
with the Securities and Exchange Commission (Commission File Number 1-4311).
These filings contain important information which does not appear in this
prospectus. Pall's SEC filings are available over the Internet at the SEC's
website at http://www.sec.gov. You may also read and copy these filings at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
You may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330, and may obtain copies of Pall's filings from
the public reference room by calling (202) 942-8090.
The SEC allows Pall to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to other documents which Pall has filed or will file with the SEC.
We are incorporating by reference in this prospectus
o Pall's Annual Report on Form 10-K for the fiscal year ended
August 3, 2002,
o Pall's Quarterly Reports on Form 10-Q for the quarterly periods
ended November 2, 2002 and February 1, 2003, and
o the descriptions of the Pall common stock and the common share
purchase rights contained in the Amendments No. 1, both dated
April 20, 1999, to Pall's Registration Statements on Form 8-A,
both dated September 10, 1992, for the registration of the common
stock and the common share purchase rights under Section 12(b) of
the Securities Exchange Act of 1934, and any updates of the
descriptions contained in any registration statement, report or
amendment of any registration statement or report which Pall may
subsequently file under the Exchange Act.
All documents which Pall Corporation files with the SEC pursuant to
Section 13(a), 13(c) or 15(d) of the Securities Exchange Act after the date of
this prospectus and before the
6
termination of this offering of common stock shall be deemed to be incorporated
by reference in this prospectus and to be a part of it from the filing dates of
such documents. Certain statements in and portions of this prospectus update and
replace information in the above listed documents incorporated by reference.
Likewise, statements in or portions of a future document incorporated by
reference in this prospectus may update and replace statements in and portions
of this prospectus or the above listed documents.
We shall provide you without charge, upon your written or oral request,
a copy of any of the documents incorporated by reference in this prospectus,
other than exhibits to such documents which are not specifically incorporated by
reference into such documents. Please direct your written or telephone requests
to Mary Ann Bartlett, Corporate Secretary, Pall Corporation, 2200 Northern
Boulevard, East Hills, New York 11548 (telephone 516-484-5400).
7
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses to be borne by the Registrant on behalf of
the selling stockholder in connection with the offer and sale of the securities
being registered are as follows:
SEC registration fee..................................... $ 351
Legal fees and expenses.................................. 17,500
Accountants' fees and expenses........................... 5,000
Miscellaneous............................................ 1,149
------
Total........................................... $24,000
Item 15. Indemnification of Directors and Officers.
Section 7.02 of the Registrant's Bylaws provides as follows:
"Indemnification. The corporation shall indemnify any person
made or threatened to be made a party to any action or proceeding,
whether civil or criminal (and whether or not by or in the right of the
corporation to procure a judgment in its favor), including an action by
or in the right of any other corporation of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, by reason of the fact that such person, or
his or her testator or intestate, is or was a director or officer of
the corporation or served such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any
capacity at the request of the corporation, against judgments, fines,
amounts paid in settlement, and all expenses, including attorneys' and
other experts' fees, costs and disbursements, actually and reasonably
incurred by such person as a result of such action or proceeding, or
any appeal therein, or actually and reasonably incurred by such person
(a) in making an application for payment of such expenses before any
court or other governmental body, or (b) in otherwise seeking to
enforce the provisions of this Section 7.02, or (c) in securing or
enforcing such person's rights under any policy of director or officer
liability insurance provided by the corporation. However, (i) no
indemnification may be made to or on behalf of any such person if a
judgment or other final adjudication adverse to such person establishes
that his or her acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled; (ii) no indemnification shall be required in connection with
the settlement of any pending or threatened action or proceeding, or
any other disposition thereof except a final adjudication, unless the
corporation has consented to
II-1
such settlement or other disposition, and (iii) the corporation shall
not be obligated to indemnify any person by reason of the adoption of
this Section 7.02 if and to the extent such person is entitled to be
indemnified under a policy of insurance as such policy would apply in
the absence of the adoption of this Section 7.02.
"Any expense described in the immediately preceding paragraph
that is incurred by any person entitled to indemnification under this
Section 7.02 shall be paid or reimbursed to such person by the
corporation in advance of the final disposition of any related action
or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount to the corporation to the extent, if any,
such person is ultimately found not to be entitled to indemnification.
"Notwithstanding any other provision hereof, no amendment or
repeal of this Section 7.02, or any other corporate action or agreement
which prohibits or otherwise limits the right of any person to
indemnification or advancement or reimbursement of reasonable expenses
hereunder, shall be effective as to any person until the 60th day
following notice to such person of such action, and no such amendment
or repeal or other corporate action or agreement shall deprive any
person of any right hereunder arising out of any alleged or actual act
or omission occurring prior to such 60th day.
"The corporation is hereby authorized, but shall not be
required, to enter into agreements with any of its directors, officers
or employees providing for rights to indemnification and advancement
and reimbursement of reasonable expenses, including attorneys' fees, to
the extent permitted by law, but the corporation's failure to do so
shall not in any manner affect or limit the rights provided for by this
Section 7.02 or otherwise.
"For purposes of this Section 7.02, the term `the corporation'
shall include any legal successor to the corporation, including any
corporation which acquires all or substantially all of the assets of
the corporation in one or more transactions. For purposes of this
Section 7.02, the corporation shall be deemed to have requested a
person to serve an employee benefit plan where the performance by such
person of his duties to the corporation or any subsidiary thereof also
imposes duties on, or otherwise involves services by, such person to
the plan or participants or beneficiaries of the plan, and excise taxes
assessed on a person with respect to an employee benefit plan pursuant
to applicable law shall be considered fines.
"The rights granted pursuant to or provided by the foregoing
provisions of this Section 7.02 shall be in addition to and shall not
be exclusive of any other rights to indemnification and expenses to
which any such person may otherwise be entitled by law, contract or
otherwise."
Section 721 of the New York Business Corporation Law (the "B.C.L.")
provides that no indemnification may be made to or on behalf of any director or
officer of the Registrant if "a judgment or other final adjudication adverse to
the director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a financial
II-2
profit or other advantage to which he was not legally entitled." Section 7.02 of
the Registrant's By-Laws includes the foregoing statutory language.
The rights granted under Section 7.02 of the By-Laws are in addition
to, and are not exclusive of, any other rights to indemnification and expenses
to which any director or officer may otherwise be entitled. Under the B.C.L., a
New York corporation may indemnify any director or officer who is made or
threatened to be made a party to an action by or in the right of such
corporation against "amounts paid in settlement and reasonable expenses,
including attorneys' fees," actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in the best interests of the
corporation, except that no indemnification shall be made in respect of (1) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (2) any claim, issue or matter as to which such director or officer shall
have been adjudged liable to the corporation, unless and only to the extent that
a court determines that the director or officer is fairly and reasonably
entitled to indemnity (B.C.L. Section 722(c)). A corporation may also indemnify
directors and officers who are parties to other actions or proceedings
(including actions or proceedings by or in the right of any other corporation or
other enterprise which the director or officer served at the request of the
corporation) against "judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees," actually or necessarily
incurred as a result of such actions or proceedings, or any appeal therein,
provided the director or officer acted, in good faith, for a purpose which he
reasonably believed to be in the best interests of the corporation (or in the
case of service to another corporation or other enterprise at the request of
such corporation, not opposed to the best interests of such corporation) and, in
criminal cases, that he also had no reasonable cause to believe that his conduct
was unlawful (B.C.L. Section 722(a)). Any indemnification under Section 722 may
be made only if authorized in the specific case by disinterested directors, or
by the board of directors upon the opinion in writing of independent legal
counsel that indemnification is proper, or by the shareholders (B.C.L. Section
723(b)), but even without such authorization, a court may order indemnification
in certain circumstances (B.C.L. Section 724). Further, any director or officer
who is "successful, on the merits or otherwise," in the defense of an action or
proceeding is entitled to indemnification as a matter of right (B.C.L. Section
723(a)).
A New York corporation may generally purchase insurance, consistent
with the limitations of New York insurance law and regulatory supervision, to
indemnify the corporation for any obligation which it incurs as a result of the
indemnification of directors and officers under the provisions of the B.C.L., so
long as no final adjudication has established that the directors' or officers'
acts of active and deliberate dishonesty were material to the cause of action so
adjudicated or that the directors or officers personally gained in fact a
financial profit or other advantage (B.C.L. Section 726).
The Registrant has policies insuring its officers and directors against
certain civil liabilities, including liabilities under the Securities Act of
1933.
II-3
Item 16. Exhibits.
The index to exhibits appears immediately following the signature pages
of this Registration Statement.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement (Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the change in volume represents no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.); and
(iii)to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in this Registration Statement; and
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this Registration
Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new
II-4
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) that insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to in Item 15, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of East Hills, State of New York, on the 17th day of
April, 2003.
PALL CORPORATION
By: /s/ Jeremy Hayward-Surry
------------------------
Jeremy Hayward-Surry
President
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Eric
Krasnoff, John Adamovich and Mary Ann Bartlett, and each of them singly, his or
her true and lawful attorneys-in-fact with full power to execute in the name of
such person, in the capacities stated below, any and all amendments to this
registration statement (including post-effective amendments) and any subsequent
related registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, and generally to do all such things in the name and on
behalf of such person, in the capacities stated below, to enable the Registrant
to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission thereunder, and hereby
ratifies and confirms the signature of such person as it may be signed by said
attorneys-in-fact, or any one of them, to any and all amendments to this
Registration Statement.
II-6
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the above power of attorney have been signed on April
17, 2003, by the following persons in the capacities indicated.
Signature Title
--------- -----
/s/ Eric Krasnoff
------------------ Chairman of the Board and
Eric Krasnoff Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ John Adamovich, Jr.
------------------------ Chief Financial Officer and Treasurer
John Adamovich, Jr. (Principal Financial Officer)
/s/ Lisa Kobarg
---------------- Chief Corporate Accountant
Lisa Kobarg (Principal Accounting Officer)
/s/ Abraham Appel Director
------------------
Abraham Appel
/s/ Daniel J. Carroll, Jr. Director
---------------------------
Daniel J. Carroll, Jr.
/s/ John H.F. Haskell, Jr. Director
---------------------------
John H.F. Haskell, Jr.
/s/ Jeremy Hayward-Surry Director
-------------------------
Jeremy Hayward-Surry
II-7
Signature Title
--------- -----
/s/ Ulric Haynes, Jr. Director
-----------------------
Ulric Haynes, Jr.
/s/ Edwin W. Martin, Jr. Director
-------------------------
Edwin W. Martin, Jr.
/s/ Katharine L. Plourde Director
--------------------------
Katharine L. Plourde
/s/ Heywood Shelley Director
--------------------
Heywood Shelley
/s/ Edward L. Snyder Director
---------------------
Edward L. Snyder
/s/ Edward Travaglianti
-------------------------
Edward Travaglianti Director
/s/ James D. Watson Director
--------------------
James D. Watson
II-8
EXHIBIT INDEX
Exhibit No.
-----------
(4)(a)* Rights Agreement dated as of November 17, 1989,
between the Registrant and United States Trust Company
of New York, as Rights Agent, filed as Exhibit I to
the Registrant's Registration Statement on Form 8-A
(File No. 1-4311) dated September 10, 1992, for the
registration of the Common Share Purchase Rights
pursuant to Section 12(b) of the Securities Exchange
Act of 1934 (the "Form 8-A")
(4)(b)* Amendment No. 1, dated as of April 20, 1999, to the
above listed Rights Agreement, filed as Exhibit II to
Amendment No. 1, dated April 20, 1999, to the Form 8-A
(5) Opinion of Carter Ledyard & Milburn LLP
(23)(a) Consent of Carter Ledyard & Milburn LLP (included in
Exhibit 5)
(23)(b) Consent of KPMG LLP
(24) Powers of Attorney (included in the signature pages
of this Registration Statement)
----------------
* Incorporated herein by reference.
II-9